MINISTRY OF FINANCE

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No: 90/2005/TT -BTC

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

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Hanoi dated 17 October 2005

CIRCULAR

Guidling the implementation of the Decision No. 238/2005/QD-TTg of Prime Minister dated 29 September 2005 on the percentage of participation of foreign parties in Vietnam securities market

- Pursuant to the Decree No. 77/2003/ND-CP of the Government dated 1 July 2003 providing the functions, tasks, power and organizational structure of the Ministry of Finance;

- Pursuant to the Decision No. 238/2005/QD-TTg of Prime Minister dated 29 September 2005 on the percentage of participation of foreign parties in Vietnam securities market;

The Ministry of Finance provides guidelines for implementation of the Decision No. 238/2005/QD-TTg of Prime Minister dated 29 September 2005 as follows::

I. GENERAL PROVISION

1. Applicable entities

- Foreign organizations and individuals purchasing or selling shares or bonds listed, registered for trading in the Securities Trading Centers, including entrusting to securities companies, fund management companies.

- Foreign securities trading organizations making capital contribution, purchasing shares or making capital contribution to a joint venture for establishment of a securities company or a securities investment fund management company.

2. Interpretation of terms

In this Circular, following terms shall be construed as follow:

2.1 Foreign organization and individual means:

(a) An organization established under foreign law;

(b) A foreign organization in a joint venture enterprise; 100% foreign invested enterprise established in Vietnam;

(c) A foreign investment fund;

(d) A foreign individual;

(e) A Vietnamese residing overseas

2.2. Listed shares and shares registered for trading means shares of an issuing organization and are listed, registered for trading in Securities Trading Centers.

2.3. Listed investment fund certificates and that registered for trading mean certificates of an issuing securities investment fund and are listed, registered for trading in Securities Trading Centers.

2.4. Circulating bonds are bonds of an issuing organization and are listed, registered for trading in Securities Trading Centers.

2.5. Joint venture securities company means a securities company which has been established on the basis of a joint venture contract between a foreign securities business organization and a Vietnamese party in accordance with a licence for establishment and operation issued by the State Securities Commission

2.6. Joint venture funds management company means a funds management company which has been established on the basis of a joint venture contract between a foreign securities business organization permitted to conduct funds management and a Vietnamese party in accordance with a licence for establishment and operation issued by the State Securities Commission.

II. SPECIFIC PROVISIONS

1. Percentage of holding shares, investment fund certificates

1.1 Foreign organizations and individuals purchasing or selling shares, investment fund certificates on securities trading centers may hold a maximum of forty nine (49) per cent of the total shares, investment fund certificates of any one organization listed or registered for trading, or one securities investment fund.

1.2. With respect to listed organizations or organizations which have registered for trading being foreign invested enterprises which have been converted into operating in the form of a shareholding company in accordance with Decree 38/2003/ND-CP dated 15 April 2003 on conversion of foreign invested enterprise into shareholding companies, the total listed shares, shares registered for trading shall be the quantity of shares issued to the public in accordance with the plan approved by the competent body.

1.3 If a foreign organization or individual holds more than forty nine (49) per cent of the total listed shares, it must sell shares to ensure its maximum percentage holding of forty nine (49) per cent.

2. Percentage bonds holding.

2.1. Foreign organization, individual purchasing, selling circulating bonds of a listed organization or organization registered for trading in securities trading centers may hold an unlimited percentage of bonds.

2.2. If a foreign investor holds convertible bonds which are converted into shares, the foreign investor must ensure its holding does not exceed forty nine (49) per cent of the total listed shares of any one issuing organization.

3. Percentage capital contribution of foreign securities business organizations

3.1. A foreign securities business organization may make a capital contribution, purchase shares at a maximum forty nine (49) per cent of the charter capital of a Vietnamese securities company or fund management company.

3.2. A foreign securities business organization may make a maximum capital contribution of forty nine (49) per cent of the charter capital of a joint venture securities company or a joint venture funds management company. Parties contributing capital to a joint venture shall be responsible to pay fully their capital contribution portion in accordance with the charter of the joint venture company and the provisions of law.

3.3. Any change in the percentage of capital contribution, share purchase or any assignment of capital contribution, equity by foreign parties must be subject to a decision by the board of management securities company or fund management company in accordance with provisions of law and must be reported to the State Securities Commission.

4. Supervision and reporting.

4.1. Foreign organizations and individuals purchasing or selling securities on the Securities Trading Centers must register for a code number for securities trading with the Securities Trading Centre via a depository member in accordance with regulations of the Ministry of Finance including the cases of entrusted investment through securities companies, fund management companies. The remittance of foreign currency into or out of Vietnam by foreign organizations and individuals shall be conducted in accordance with the laws of Vietnam on foreign exchange control.

4.2. Securities Trading Centers, Securities Depository Centre shall directly supervise the holding percentage of shares, investment fund certificates by foreign organizations, individuals trading in the Securities Trading Centers. On a monthly basis or at request of the State Securities Commission, Securities Trading Centers, Securities Depository Centre shall report to the State Securities Commission on the status of holdings of foreign organizations and individuals of shares, investment fund certificates listed and registered for trading (under forms indicated in Appendix 01, 02 attached to this Circular).

4.3. The State Securities Commission shall be responsible to supervise the compliance with the regulations by foreign securities trading organizations on percentage of capital contribution to, purchase of shares of securities companies, fund management companies and capital contribution for establishment of joint venture securities companies and joint venture funds management companies.

4.4. On an yearly basis and at the request of the Ministry of Finance, the State Securities Commission shall report to the Ministry of Finance on the status of capital contribution, shares purchases, capital contribution to joint venture of foreign securities trading organizations (under form indicated in Appendix 03 attached to this Circular).

III. IMPLEMENTATION PROVISION

The Circular shall come into force 15 days from the date of its publication in the Official Gazette and shall replace the Circular No.121/2003/TT-BTC dated 12 December 2003 of the Ministry of Finance providing guidelines on the percentage of participation of foreign parties in Vietnam securities market.

Any difficulties arising during the course of implementation shall be reported to the Ministry of Finance for resolution./.

For the Minister of Finance

Deputy Minister

LE THI BANG TAM

(Signed and Stamped)